REG - Northamber PLC - Acquisition of the Nuvias UC UK Hardware Business

NorthamberAnnouncement

01/12/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251201:nRSA5759Ja&default-theme=true

RNS Number : 5759J  Northamber PLC  01 December 2025

1 December 2025

 

Northamber PLC

("Northamber" or the "Company")

Acquisition of the Nuvias UC UK Hardware Business

Northamber (AIM:NAR), a leading distributor of AV and UC&C solutions, is
pleased to announce that it has acquired Nuvias UC's UK Hardware Business
("NUC Business"), NUC Distribution Ltd ("NUC") pursuant to a share purchase
agreement (the "SPA") following a hive down from Nuvias UC (the "Seller") of
the NUC Business.  The SPA [exchanged and completed yesterday] between
Northamber and the Seller (the "Acquisition").

NUC is one of the leading providers of specialist Unified Communications
("UC") equipment in the UK.

The total consideration for the Acquisition is up to £7.1 million in cash
(the "Purchase Price").

Acquisition highlights

The Acquisition is an important step in Northamber's strategy to build a
leading value-added, scaled presence across AV, UC and smart-workspace
technology.

The Board believes the Acquisition will:

·      Strengthen Northamber's position as one of the UK's most complete
collaboration & AV technology distributors.

·     Provide greater depth across Microsoft Teams Rooms, Zoom Rooms,
enterprise voice and specialist collaboration  devices.

·    Enhance the Company's technical capability, particularly in solution
design, provisioning, configuration and UC   deployment support.

·      Broaden customer reach and improve support for partners across
multiple UK segments.

·   Respond to ongoing market consolidation where vendors increasingly
prioritise specialist partners with scale,  technical depth and service
capability.

The Acquisition follows Northamber's purchase of Tempura Communications in
April 2024 and purchase of Epatra in February 2025, and further accelerates
the Company's multi-year strategy of expanding its AV and UC portfolio through
organic investment and targeted acquisitions.

Acquisition terms

Total consideration of up to a maximum of £7.1 million, comprises an amount
of up to £1.7 million and a further amount of up to £5.4 million in respect
of the stock owned by NUC on completion that is subject to an adjustment
following a stock check process.

In addition to the adjustments following the stock check, the Purchase Price
may be reduced following completion in accordance with certain post-completion
price adjustments dependant on the performance of the business against certain
benchmarks set out in the SPA in the two year period following completion.

The Purchase Price in respect of certain agreed stock lines that are sold by
NUC between completion of the Acquisition and 31 December 2025 will become due
on the later of 1 February 2026 and such time as the parties have established,
in accordance with an agreed mechanism set out in the SPA, the amount of such
agreed stock lines that have been sold in that period.

The balance of the Purchase Price is deferred until 15 July 2026 and the
outstanding amount will be paid in agreed instalments between that date with
the last instalment being paid on the later of such time as the parties have
established, in accordance with an agreed mechanism set out in the SPA, the
amount of the final purchase price adjustment and 15 January 2028.

The SPA contains certain customary warranties and tax indemnities given by the
Seller in relation to NUC and its business, subject to agreed limitations.

Following the Acquisition, NUC will become a wholly owned subsidiary of the
Company.

The Seller has agreed to provide support to NUC through a transitional
services agreement for an agreed period after completion of the Acquisition.

About NUC Distribution Ltd

NUC is a specialist distributor of UC hardware, video collaboration systems,
enterprise voice solutions and related UC endpoints. The business supports
more than 700 UK customers, including enterprise, mid-market, public-sector,
service-provider and specialist AV/UC partners.

The team brings extensive experience in UC&C across hardware sales and
related services such as provisioning, configuration and specialist technical
pre-sales, supporting the delivery of complete collaboration and meeting-room
solutions.

Based on unaudited management accounts, for the 12 months to 30 October 2025,
the NUC Business had revenues of £28.8 million, Gross Profit of £3.2 million
and net assets were £5.0 million as at 29 November 2025.

Alex Phillips, Executive Chariman of Northamber, commented:

"We are delighted to welcome Nuvias UC's hardware business, NUC Distribution,
and its highly specialist team into the Northamber Group. Their expertise and
strong heritage in UC and AV complement our existing portfolio, strengthening
our capabilities across the intelligent workplace. This addition broadens our
reach and accelerates our growth in one of the fastest-evolving technology
markets, ensuring we continue to deliver exceptional value to our partners."

Contacts:

 Northamber PLC                                              investor_relations@northamber.com

 Alex Phillips, Executive Chairman
 Singer Capital Markets (Nominated Adviser and Sole Broker)  Tel: +44 (0) 207 496 3000
 Philip Davies

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQFDLFASEISESF



            Copyright 2019 Regulatory News Service, all rights reserved